Exhibit 10.2


 


FIRST AMENDMENT TO


REVOLVER ADVANCE AND PURPOSE AND ABILITY LINE OF CREDIT LOAN


AGREEMENT


(“First Amendment”)


                WHEREAS, HEARTLAND PAYMENT
SYSTEMS, INC., a
Delaware corporation (“Borrower”), and KEYBANK NATIONAL ASSOCIATION (“Bank”),
entered into a certain Revolver Advance and Purpose and Ability Line of Credit
Loan Agreement dated as of August 28, 2002 (the “Agreement”), and


 


                WHEREAS, the Borrower and the Bank have agreed
to extend the maturity of the Revolver Advance facility and otherwise amend the
Agreement by this First Amendment to Revolver Advance and Purpose and Ability
Line of Credit Loan Agreement (“First Amendment’).


 


                NOW, THEREFORE, for valuable consideration received to
their mutual satisfaction, the Borrower and the Bank hereby agree as follows:


 


                1.             The reference to “May 31, 2004”
contained in Section 2.1(b) of the Agreement is hereby amended to be “May 31,
2005”. Accordingly, Revolver Advances are due and payable on May 31, 2005 or
the earlier acceleration of the maturity of the Revolver Advance Note pursuant
to the terms of the Agreement.


 


                2.             All references in the Agreement,
including, without limitation, on Exhibit C, to Security Instruments shall be
deemed to refer to such instruments as the same may be modified, amended or amended
and restated from time to time.


 


                3.             Except as amended hereby, all
provisions of the Agreement are ratified and confirmed and shall remain in full
force and effect. All references in the Purpose and Ability Line of Credit
Note, in the Revolver Advance Note and in the Security Instruments (including,
without limitation, the Assignment of Contracts) to the Agreement shall mean
the Agreement as amended by this First Amendment.


 


                4.             Borrower hereby represents and
warrants to the Bank that: (a) Borrower has the legal power and authority to
execute and deliver this First Amendment; (b) the officials executing this
First Amendment have been duly authorized to execute and deliver the same and
bind Borrower with respect to the provisions hereof; (c) the execution and
delivery hereof by Borrower and the performance and observance by Borrower of
the provisions hereof do not violate or conflict with the articles of
incorporation or organizational agreements of Borrower or any law applicable to
Borrower or result in a breach of any provisions of or constitute a default
under any other agreement, instrument, or document binding upon or enforceable
against Borrower; (d) there have been no changes in the Borrower’s
organizational and/or governing documents nor in the shareholders, officers, or
directors of Borrower since August 28, 2002; and (e) this First Amendment
constitutes a valid and binding obligation upon Borrower in every respect.


 

















 


 


                5.             In consideration of this First
Amendment, Borrower hereby releases and discharges the Bank and its
shareholders, directors, officers, employees, attorneys, affiliates and
subsidiaries from any and all claims, demands, liability and causes of action
whatsoever, now known or unknown, up to the date of this First Amendment, arising
out of or in any way related to the extension or administration of the Loans,
the Agreement, the Notes, the Security Instruments, or any mortgage
or security interest related thereto.


 


                6.             In consideration of this First
Amendment, Borrower further agrees to, upon execution hereof, reimburse Bank
for all out-of-pocket expenses incurred by Bank in connection with the
preparation of this First Amendment, including but not limited to, all fees and
expenses of legal counsel for the Bank, such reimbursement to be made
concurrent with Borrower’s receipt of an invoice therefor.


 


                7.             This First Amendment shall be
construed in accordance with the laws of the State o f Ohio without regard to
principles of conflict of laws. Capitalized terms used herein and not defined
herein shall have the meaning ascribed thereto in the Agreement.


                8.             JURY TRIAL WAIVER. BORROWER
AND BANK EACH WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN BANK AND
BORROWER ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT
IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY BANK’S ABILITY TO PURSUE
REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED
IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT BETWEEN BANK AND
BORROWER.


 


                IN WITNESS
WHEREOF, the Borrower and the Bank have each caused this First Amendment to be
executed by their duly authorized officers as of the 6th day or November, 2003.


 


	
  BORROWER

  	
  HEARTLAND PAYMENT SYSTEMS, INC., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Martin
  Uhle

  
	
   

  	
   

  	
  Martin Uhle, President

  
	
   

  	
   

  
	
  BANK:

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Ernest
  L. Vallorz, Jr.

  
	
   

  	
   

  	
  Ernest L. Vallorz, Jr.,
  Senior Vice President

  
	
   

  	
   

  



 


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